XMen Evolution: Along Came A SpiderMan
by Devil's Bounty Hunter
Summary: My first ever attempt at a story. Jolly old J. Jonah Jameson send Peter Parker/Spider-Man to photograph some "strange occurrences" in Bayville. There he meets and quickly befriends the X-Men. Takes place before the end of season 2.
1. Chapter 1

Chapter 1: The Assignment

DISCLAIMER: I do not own any of the characters in this story. They are all owned by Marvel (which is currently owned by Disney). I am simply using them in a story that I came up with.

A/N: I'm updating this chapter with a disclaimer and author's notes. Thanks to Agent-G for reminding me about the disclaimer. Also to Agent-G, I will answer some of your questions later but if you had read my story more carefully then you would have known that Peter Parker is 16 at this point.

It was a normal day at the offices of the Daily Bugle. As usual, J. Jonah Jameson, the Bugle's hot-tempered publisher, was calling for his freelance photographer.

"Parker. Parker! PARKER!" Shouted J. Jonah Jameson, a man in his late forties and had a Hitler-like mustache.

"You yelled angrily for me, Mr. Jameson?" Asked Peter Parker as he walked into his boss' office. Peter Parker was a not-so-typical 16-year-old. He was unusual because he happened to be the Amazing Spider-Man, something he kept secret from the world.

"There you are Parker, I've got an assignment for you. I want you to go to this town called Bayville. It's not too far from here. Word has it that there have been some strange occurrences going on there."

"What kind of strange occurrences, Mr. Jameson?"

"That's your job to find out and take pictures. Any questions?"

"Uh yeah. How long is this assignment supposed to last?"

"As long as it takes for you to find something. It could take from a few days to a couple of months." Months? Peter didn't like the sound of that. Being away from town for months would mean no Spider-Man to keep the city's criminals from going wild, and that would mean trouble.

"Gee, I don't know Mr. Jameson. I think I like the idea of going out of town for awhile to chase after rumors."

"Listen kid, I know these aren't just rumors. There's something going on in Bayville, I feel it in my gut. So how about this? If you take the assignment, I'll throw in a bonus of $25. Deal?" At hat Peter just scoffed. 25 measly dollars. Only J. Jonah Jameson would offer a low amount of cash and call it a bonus. Jameson was a cheap man, which was one of the reasons why the Daily Bugle was one of the least respected newspapers in New York, if not the least respected.

"Make it $100."

"$100? That's outrageous! You got yourself a deal. Now get out and get ready. You leave tomorrow at 6:00 P.M. and start the next day."

"Yes sir, o' fearless leader." Said Peter in a mocking tone that Jameson didn't seem to notice. As he leaving Mr. Jameson's office, J.J.J. said,

"Hey Parker, one last thing; for your assignment you'll go undercover as a student at Bayville High."

"Ok." Said Peter. Peter wasn't particularly happy about that last part. The last thing he wanted was to go to another school where he was sure to be laughed at for being a bookworm. Later that night he was at his house eating dinner with the only family he had left, his elderly Aunt May. He had told her about the assignment and how he would have to temporarily change schools.

"Well, look at it this way Peter. Maybe you can make some new friends at this new school." Said Aunt May.

"Yeah, maybe." Said Peter half-heartedly.

"Also, you'll be far away from that awful Spider-Man" Peter groaned silently. Aunt May loved Peter, but she hated Spider-Man. The reason being was that she openly accepted everything the Daily Bugle said about Spider-Man being a criminal. After dinner, Peter went up to his room and packed up everything he would need for his assignment, including his costume, his web-shooters, and web fluid. The next day, Aunt May took him to the train station where he would catch a train to Bayville. Before he got on the train, he said goodbye to Aunt May.

"Now Peter, promise me you'll be good and that you'll make at least one friend at that new school." Said Aunt May.

"Don't worry. I will." Peter promised. They hugged and then Peter got on the train and headed towards Bayville.


	2. Chapter 2

Chapter 2: The First Day

DISCLAIMER: I do not own any of the characters in this story. They are all owned by Marvel (which is currently owned by Disney). I am simply using them in a story that I came up with. This story is non-canon to the show X-Men Evolution.

A/N: Yeah, I know I forgot to add that last line to the first chapter's disclaimer. I'm not going to go back to fix it because I don't have time. Anyway, here's the next chapter to my story. I've noticed that already people are adding this story to either their favorites or their story alert lists. Thanks for the support of everyone who did so and I try not to let you guys down. Also to Agent-G, the Daily Bugle is paying for Peter's transfer of schools as well as his staying at a motel. I will answer the rest of your questions later in the story.

_Ok ,my first day at Bayville High starts now. How bad can it be?._ Peter thought as he looked around the campus. Peter made his way to the registration office where he got his locker and class schedule. Then he attended his first two classes. After the bell rang, he made his way towards his third class. _Alright, so far everything checks out to be normal. Nothing out of the ordinary. Wish I knew what to look for though._ Peter thought to himself. Now lost in thought, Peter wasn't paying attention to his surroundings and was subsequently unable to avoid running into a girl with brunette hair tied in a ponytail. They met head on and accidently dropped their books in the collision.

"Oh, I-I'm sorry. I wasn't paying attention." said Peter, feeling slightly embarrassed.

"Oh it's fine." said the girl. As they scrambled to pick up their books, their hands briefly meet when trying to grab the last of the books.

"I-uh-I believe this is yours." said Peter awkwardly while handing her the book.

"Huh? Oh, thanks." said the girl. As the two teenagers went their separate ways, Peter couldn't help but notice that she was rather pretty. He had little time to dwell on this though because the bell rang and he was late for his next class. Later when he got to his biology class, the teacher took a few seconds to introduce Peter to the class.

"Class before we begin, I'd like to introduce our new student. Please welcome Peter Parker. Now Peter, why don't you take a seat next to Miss Pryde over there." said the teacher while pointing to a seat next to the girl Peter had bumped into earlier.

"So uh, we meet again." said Peter shyly.

"So we do." Said the girl named Pryde. "So you're Peter Parker, right?"

"The one and only."

"I'm Kitty Pryde."

"Pleased to meet you."

"Alright class, today we'll be covering meiosis. Now does anyone know what the purpose of meiosis is?" A few students raised their hands and the teacher called on Peter.

"It's to make gametes." answered Peter.

"Correct. Now who can tell me how many chromosomes are created during meiosis?"

"46." answered Kitty.

"Correct." said the teacher again. After about 10 minutes of asking the class questions, the teacher gave the students an assignment to work on for the rest of class. Being the smartest kid in the class, Peter easily completed the assignment with plenty of time to spare. Both Kitty and the teacher were impressed by Peter's intelligence. The other students however, were not happy about him making them look like idiots. When the bell rang for lunch, Kitty caught up with Peter as he walked out the door.

"Hey Peter, wait up!" yelled Kitty.

"What's up?" asked Peter.

"I was wondering if you wanted to have lunch with me."

"Oh really?" Peter asked, blushing slightly. He was not expecting this. Usually pretty girls would just blow him off. It was rare that any girl would be interested in him. After a few seconds of hesitation, Peter finally said,

"Sure, why not?" So they went to the cafeteria and found themselves at table to sit down at.

"So I take you're new around here?" asked Kitty.

"Yeah." Peter replied. "I probably won't be staying too long, though. I'm actually here on an assignment for the Daily Bugle."

"You work for the Bugle?"

"Yeah, I'm a freelance photographer."

"Really? What do you take photos of?"

"Spider-Man."

"Seriously? That's so cool! So do you like, know Spider-Man?"

"Sorta. He and I aren't exactly best buds but he's cool."

"Wow, is that why you're here? To take photos of Spider-Man?"

"No, I'm here to take photos of something else."

"And what would that be?"

"I'm not so sure myself exactly. They sent me here to take photographs of some strange occurrences going on. But I'm not sure what qualifies as strange." At this point Kitty started to get a little nervous. The "strange occurrences" Peter was talking about was most likely mutant activity. Kitty herself was a member of the X-Men, a team of mutants dedicated to protecting mankind.

"Oh, well good luck with that." Kitty finally said.

"Thanks." said Peter.

"So uh, what did your parents say about you having to come here?" asked Kitty feeling the need to change the subject.

"My parents are dead. I live with my aunt in Queens. She was very cool with me coming here though."

"Oh, well sorry to hear about your parents." said Kitty sympathetically.

"It's all right." said Peter. They then spent the rest of lunch talking about their interests and hobbies. When lunch ended, they went their separate ways to their next classes. The rest of the school day was rather uneventful for the both of them. Later that night in the Xavier Institute for Exceptionally Gifted Students, Kitty was sitting in her room reading a book for her English class when suddenly, her friend Kurt Wagner teleported into her room.

"Hi Kitty, what's up?" asked Kurt.

"Ugh Nightcrawler, do you always have to do that?" asked Kitty un-amused at Kurt's antics. Kurt Wager, a.k.a. Nightcrawler, was a mutant with blue fur, fangs, and a devil's tail. He used an image inducer to hide his demonic appearance behind something more human. His mutant powers were super agility, the ability to cling to most surfaces much like Spider-Man, and of course, teleportation. He was always teleporting in and out of Kitty's room as he pleased.

"Hey, it's vat I do." said Nightcrawler. "By the way, who vas that guy you were talking at lunch? Is he your new boyfriend?"

"What? No!" said Kitty blushing. "His name's Peter Parker. He's the new guy in my biology class. I was just getting to know him a little better. He's really nice."

"Ya? Vell vat vill Lance say when he sees you two together?" asked Nightcrawler teasingly.

"He won't say anything because it's nothing. Look, Peter IS cute and all but we're just friends, ok?"

"Vatever you say. Later." said Nightcrawler before teleporting out while leaving behind a puff of smoke and the smell of brimstone. Kitty then tried to continue reading her book, but she was finding it difficult to focus now that Peter Parker was on her mind. She was worried that Peter might discover the existence of mutants while working on his assignment for the Daily Bugle. If he were to learn Kitty's secret then she feared that both Peter and the X-Men would be in danger. But in the end she reassured herself that everything will be fine as she wasn't sure if the thing Peter was looking for was proof of mutants. For all she knew, it was something entirely different. With her mind now at ease, she continued reading her book.

A/N: That's chapter 2. Hope you enjoyed it. Please review. Constructive criticism is appreciated (praise works too). So how did I do with Kurt's German accent? I hope I didn't do a horrible job with it.


	3. Chapter 3

Chapter 3: Trouble

DISCLAIMER: I do not own any of the characters in this story. They are all owned by Marvel (which is currently owned by Disney). I am simply using them in a story that I came up with. This story is non-canon to the show X-Men Evolution.

A/N: The wait is over. Here is the 3rd chapter of the X-Men Evolution: Along Came a Spider-Man saga. It took awhile to get this done as it is the longest chapter yet. Plus I had school to deal with. Keep those reviews coming please. Enjoy.

After a rather enjoyable first day of school, Peter was feeling better about his stay in Bayville. He was glad to have made a new friend. His aunt was glad too.

"How nice." She said when Peter told her over the phone. From that day, Peter had begun hanging out with Kitty. She was the only person in the entire school he felt like talking to. However, he did not forget about his assignment. Whenever he had the time he would scour the city from the rooftops as Spider-Man hoping to find a lead. Unfortunately, he had no luck finding anything for three days.

_So much for trying to get some photos. Nothing out of ordinary happening. Heck, there isn't even a minor crime going on_. At that point, Peter decided that he should give up for the night and try again the next day. But the next two days were met with the exact same results.

_It's been 3 days and I haven't found squat. What did Jameson ever think I'd find in a sleepy town like this?_ Peter wondered as he sat alone at lunch. Just then Kurt Wagner (who Peter did not know at the time) and an African-American boy appeared at the table where Peter was sitting. Little did Peter know that these two boys were the X-Men's Nightcrawler and Sypke respectively.

"Hey, is this seat taken?" asked Kurt.

"No, it's just me. You two can here if you want." replied Peter. The two boys then took a seat at the table. After a few moments of no one saying anything, the African American boy finally spoke,

"Say, you're new around here, aren't you?"

"Is it that obvious?"

"Sorta. So what's your name?"

"Peter Parker."

"Peter Parker? So you're Kitty's new boyfriend?"

"Kitty Pryde? We're friends but nothing more than that."

"Right, anyway I'm Evan Daniels."

"And I'm Kurt Wagner."

"Nice to meet you guys."

"There y'all are." said an unfamiliar voice. Peter turned around and saw a girl with a white streak in her brown hair coming towards their table. As she came closer, Peter noticed that she was wearing gloves. It wasn't after she took her seat when she noticed Peter for the first time.

"Who's this?" asked the southern belle.

"Rogue, this is Peter Parker. Peter Parker, this is Rogue." said Kurt.

"The Peter Parker?" Rogue asked.

"I think so." replied Peter. "Am I really that famous already?"

"Heh, sort of. We've heard quite a bit you from Kitty. She seems rather fond of you." Rogue explained.

"Is that so?" asked Peter who was now growing more interested.

"Hey guys, room for two more?" asked yet another new voice. This time the voice belonged to a tall boy with brown hair and ruby-quartz glasses. He was secretly Cyclops, the field commander of the X-Men. He was accompanied by a girl with red hair.

"Scott, Jean, come meet Peter Parker." Kurt called out to his friends. The two teens then made their way to the table. Peter was a little surprised at the number of people joining him at lunch today. He expected to be alone but instead he found himself sitting with all of the "senior" X-Men (minus Kitty Pryde, who was sitting with her boyfriend, Lance Avlers). After sitting down, the red-haired girl spoke,

"Hi, my name is Jean Grey. This is Scott Summers." She said indicating her friend. "It's nice to finally meet you."

"The pleasure is all mine." said Peter.

"So Peter, what do you think of Bayville so far?" asked Scott.

"It a nice place, albeit somewhat boring." answered Peter.

"Yeah, well it's not like the city where something big goes down almost every day." said Evan.

"Guess not."

"So how long do ya plan on staying here?" asked Rogue.

"Not sure. It depends on how long it takes for me to finish my assignment."

"And what is this assignment of yours?" asked Jean.

"I'm supposed to photograph something. I'm not too sure what I'm supposed to be looking for though."

"Oh, well good luck with that." said Scott.

"Thanks, but enough about me. I want to know a little more about you guys." said Peter, who wanted to change the subject so he wouldn't have to think about his assignment.

"Vat vould you like to know?" asked Kurt.

"Well I'd like to know about the Xavier Institute. What's it like there?"

"Oh, it's nothing special. It's just like any other school." said Jean modestly. "It can get a little chaotic sometimes with the younger students, but other than that it's pretty normal."

"I see." said Peter. Later that day, Peter and Kitty were talking while they were going to their next classes.

"So Peter, I see you met my friends." said Kitty.

"Yeah, they're a nice group." said Peter.

"Well I'm glad you're getting along with them."

"Me too. You know when I got here I was afraid I wasn't going to make any friends."

"Why? You're like, really nice and smart and funny. A guy like you shouldn't have a hard time making friends."

"Wow Kitty, you sure know how to make a guy feel special." Kitty giggled and said,

"Well I'd better get to class. I'll see you later then."

"Yeah, see you." said Peter. While Peter and Kitty had been talking, 3 boys, one short and slimy, another lean and white haired, and the last one fat and had a mohawk were teasing a boy wearing a black shirt under a brown vest.

"Man, I don't get it." said slimy boy named Todd Tolansky a.k.a. Toad. "Just what is it you see in her?"

"That's none of your business!" snapped the boy named Lance Avlers a.k.a. Avalanche.

"I'm betting she'll get over you sooner or later. I mean, you're probably just a phase in her life. No pun intended." said the white haired boy named Pietro Maximoff a.k.a. Quicksilver.

"Shut up! What do you know anyway?" said a rather irritated Lance.

"Pietro's right." said the large, fat boy named Fred Dukes a.k.a. Blob. "Sooner or later, she's probably going to dump you for someone else. Heck, it looks like she already has." said Fred as the group saw Peter and Kitty together before they went their separate ways.

"Who was that guy?" asked Pietro.

"Probably a new recruit for the X-Men." said Lance.

"I don't know. I've never seen him with them before." said Todd.

"Who cares? I heard that Kitty's pretty fond of the new guy." said Fred.

"Is that so?" asked Lance with a hint of jealously in his voice. "Then in that case, I think me and the new guy should have a little talk." Later when the final bell rang, Peter decided to scour the city again hoping to find something. Lance decided to follow him so they could "talk" about Kitty. Lance followed him until they were alone, then he approached him. As Lance came closer, Peter's spider-sense started to go off.

_Huh? My spider-sense is tingling. But what could cause it to go off? _His question was soon answered when Lance shouted,

"Hey you!" Peter talked around in time to see Lance come up and grab him by the shirt then slam him into a wall.

"What the- who are you?" asked Peter while trying to sound scared.

"I'm Kitty Pryde's boyfriend, which means you should stay away from her." said Lance in a threatening tone.

"So that's what this is about? Well listen, me and Kitty are friends but that's it. But if you need to tell me to stay away from your girl then obviously you aren't a very good boyfriend." Peter had gone too far when he had mocked Lance because the thing he knew, Lance had punched him in the stomach. While the punch didn't really hurt, he had a secret identity to protect so he crutched his stomach pretending to be in pain.

"I mean it punk. Stay away from her or else."

"Or what? You'll beat me up? Oh please, you're nothing more than a common bully." Lance punched Peter in the stomach again and again, Peter pretended to be in pain.

"Listen man, you really don't want to mess with me. Now for the last time, stay away from my girlfriend."

"Ok, ok." said Peter deciding that he wanted to end the confrontation. Satisfied, Lance let go of Peter and walked away. Later that day as Peter was web-swinging through the city as Spider-Man, he thought to himself,

_Man, that Lance guy is such a jerk. I can't believe Kitty likes him. This sucks. Whenever something good happens to me involving a girl, some jerk has to ruin it. It's just like with Liz Allen. She was into me, but that idiot Flash Thomson had to spoil it. That's the Parker luck for you. _Spider-Man's attention was then diverted to the sound of an alarm going off. Upon investigating, he saw 5 men with guns and bags of jewelry come out of a jewelry store.

_Finally, some action to take my mind off my non-existent love life. Better not forget my camera._ Spider-Man took out his automatic camera and stuck it to the side of a building using some webbing before jumping into the fray.

"Now boys, it's not nice to steal from jewelry stores." said Spider-Man as he landed on top of the thieves' vehicle.

"Spider-Man!? What's he doing here?" asked one of the crooks.

"Who cares? Let's just waste him!" said the leader of the group. The gang opened fire on Spider-Man but he just effortlessly dodged the bullets. He then sprayed webbing in the face of one the crooks' face before delivering a double kick to the chest of said crook. Another one of crooks came charging toward Spider-Man but Spider-Man simply jumped to avoid his attack. He then grabbed the criminal and threw him into the car and then webbed him to the ground. Two of the men came charging toward him from either side but Spider-Man jumped up, snagged them both with a web-line, then pulled them together so that they hit each other before webbing them up. At this point, the leader of the gang realized that he could not win so he decided to flee. He got in the getaway car and drove off as fast as he could with Spider-Man hot on his trail. Meanwhile, Scott and Jean were driving nearby when they saw the car driven by the thug from the jewelry store followed by Spider-Man.

"Whoa, was that Spider-Man?" asked Scott.

"I think so. But what's he doing here in Bayville?" asked Jean.

"I don't know, but I think we better follow him and make sure no one gets hurt." With that Scott and Jean joined the chase involving the robber and Spider-Man. Meanwhile the thug was frantically trying to get away from Spider-Man. He was driving without concern about anyone else on the road. He did not care that he was about to run over a mother and her child. Spider-Man desperately tried to save them but it was hopeless as he would not make it in time. Scott knew this too as he said,

"Jean, the car."

"On it." replied Jean. Without a second thought, she lifted the car off the ground telekinetically before it could hit the mother and child. Once they were safely out of harm's way, Jean put the car down. Spider-Man saw the car rise from the ground but he didn't see Jean lift it. However he ignored it for the moment and proceeded to stop the crook. He landed on top of the car, ripped the door open, removed the driver, then webbed him to a lamppost. After Spider-Man had neutralized the burglar, Scott said to Jean,

"We better get out of here." before driving away. However Spider-Man didn't notice that Scott and Jean were there as he had his mind on other things.

_What just happened? The car just floated in midair just before it hit that lady and her kid. Wait, this must be one of those "strange occurrences" Jameson was talking about._ Spider-Man thought to himself as he swung away.

_Well first things first, I'd should get my camera and see if I can sell any pictures to the local paper. Then I'll try to find out the cause of this "strange occurrence". _What Spider-Man didn't know at the time was that his investigation would lead him to a shocking secret.

A/N: Hope you enjoyed the 3rd installment of the X-Men Evolution: Along Came a Spider-Man story. What's going to happen when Spidey finds out his new friends' secret? Keep reading to find out.


	4. Chapter 4

Chapter 4: Enter Magneto

DISCLAIMER: I do not own any of the characters in this story. They are all owned by Marvel (which is currently owned by Disney). I am simply using them in a story that I came up with. This story is non-canon to the show X-Men Evolution.

A/N: Here you go guys. You've waited and now here's the next chapter of X-Men Evolution: Along Came a Spider-Man. Thank you for being patient. Sorry it took so long. My only real excuse is that my computer wasn't working properly and I couldn't work on it. But now it's fixed and I shouldn't have anymore problems. Anyway, enjoy.

A couple of hours after the bank robbery, the X-Men were sitting in the living room of the Xavier's Institute for Exceptionally Gifted Youngsters watching a news report of said robbery. They listened as the reporter described how Spider-Man stopped the robbers but made no mention to Jean's assistance. When it was over, a blue haired mutant with an ape-like appearance named Beast said,

"It's a good thing Spider-Man was there. If Jean or Scott had stopped those criminals then they would have risked exposing our little secret."

"I agree. We were very lucky today." said Ororo Munroe, the weather controlling X-Man known as Storm and also Spyke's aunt.

"Maybe, but I wonder what he was doing there in the first place." said the feral mutant with an adamantium-laced skeleton named Wolverine.

"Who knows? Maybe he's going around trying to save people or something. I mean, that is what superheroes generally do, right?" asked Spyke.

"Yeah, but we don't know if Spider-Man's really a hero." replied Wolverine. "All those stories in the Bugle-"

"Don't tell you believe what the Bugle says. The Daily Bugle is a rag." said Rogue.

"True but still, there's just something about him that I don't like."

"Say, I wonder if he could be a mutant." said Shadowcat.

"I doubt that." Said Charles Xavier, the bald, wheelchair-bound leader of the X-Men known sometimes as Professor X. "If he was a mutant then I would have detected him with Cerebro by now."

"Well if he's not a mutant then I wonder how he got his powers then." said Jean.

"Maybe he got bit by a radioactive spider?" suggested Nightcrawler.

"I think you've been reading way too many comic books." said Cyclops. Meanwhile at an unknown location, Magneto, the Master of Magnetism was watching the same report. While he was watching, he thought to himself,

_Interesting. Such strength, such speed. Yes, this could be the very thing I need. Time and time again, my Brotherhood of Mutants has failed to defeat the X-Men. But with Spider-Man on my side, I could have the edge I need. But I'll have to act quickly. No doubt Xavier will try to recruit him. I must get to Spider-Man before Xavier does. _Magneto then set out to find Spider-Man. Meanwhile, Spider-Man was still searching for whatever caused the car to lift off the ground. However he had no luck finding anything.

_I just don't get it. How could a speeding car just suddenly stop and float in midair. It just doesn't make any sense. Then again, I've seen a lot of weird things in my career as Spider-Man so this really shouldn't surprise me that much._ Just then Magneto, had who been searching the city for Spider-Man, spotted him as he passed by. Magneto then caught Spider-Man's attention by lifting several metal objects around him. Spider-Man was taken by surprise.

_What the- this again? Who or what is causing it?_

"Hello, Spider-Man." said Magneto. Spider-Man turned around and saw a man wearing a helmet and a cape hovering above the ground.

"Who are you?" asked Spider-Man.

"I am Magneto. And I am very interested to meet you."

"Oh really? Well it's nice to see that there's somebody who doesn't hate the friendly neighborhood Spider-Man."

"Yes about that, I watched your heroic exploit from earlier today on the news and I couldn't help but think, such a waste of talent. I mean, why risk your life protecting those filthy humans?"

"I have my reasons. But why do you care exactly?" asked Spider-Man getting an uneasy feeling about Magneto.

"Because I am like you." answered Magneto.

"That's a pretty big assumption."

"But it's true. Like you, I am a mutant. One who is born who special powers. Currently, the world is unaware of the existence of mutants, but that's going to change soon. I ask you, why must we hide who we really are? Why must we, the strong, seek the acceptance of the weak?"

"You know, those are some good points." said Spider-Man, pretending to agree with Magneto. "Why should we have to run from the weak humans? With our combined power, we could do whatever we want and no one could stop us."

"Yes, you are right. So will you join me?"

"Heck no. Look, I'm not a mutant. And even if I was, I'd never join you."

"You're making a big mistake. The war between mankind and mutants is coming. Together we can liberate mutantkind. By siding with the humans, you are signing your own death warrant. You don't want me as an enemy. Don't be foolish enough to turn down my kind offer."

"Sorry helmethead, but I'm a good guy. And good guys don't side with egotistical maniacs like you. So you'll have to do your "liberating" without me." said Spider-Man. Realizing that he could not persuade Spider-Man to join him willingly, Magneto decided to leave.

"Fine, if you don't want to come willingly, then so be it. Just remember, I gave you a chance." said Magneto as he left.

_Well I'm glad that's over. But I get the feeling that I haven't seen the last of him._ Spider-Man thought to himself as he went back to the hotel where he was staying. Meanwhile, Magneto returned to his base. Once he got there, he called in his Brotherhood of Mutants. Quicksilver, Toad, Avalanche, Blob, and a big, hairy mutant with claws named Sabertooth appeared before him.

"Gentlemen, I have a job for you. I want you to find Spider-Man, and bring him to me. Use whatever means necessary, just as long you bring him alive." Once the Brotherhood left to find Spider-Man, another thought crossed Magneto's mind.

_Spider-Man must not interfere with my plans to destroy mankind. If I can't get him to join me then I'll have no choice but to kill him. Now while my Brotherhood of Mutants find and capture Spider-Man, I shall enact the next phase of my plan._

The next day at school, everyone was talking about Spider-Man being in Bayville. When Peter arrived, he overheard part of a student tell his friend,

"Man, how awesome is it that there's a real live superhero here in Bayville?"

"I know, right? The big superheroes usually hang out in the city" replied the guy's friend. Even the staff were talking about. On his way to class, Peter overheard one of the teachers talking to the janitor about it.

"Can you believe it Stan? Spider-Man is real and here in Bayville. I always thought he was just a publicity stunt."

"Well now you know better, true believer. I wonder if I'll get a chance to meet him. I've always been such a huge fan." said the janitor, who was in his late 80's, had white hair, and wore glasses. Later at lunch, Peter was sitting alone reading about yesterday's heist in the local paper. He had sold pictures of the action to the paper the day before and was paid handsomely for them, more than Jameson ever gave him. Another that this newspaper did that Jameson would never do was praise Spider-Man as a hero. They acknowledged that Spider-Man was trying to stop the robbers while Jameson would have accused him of trying to rob the jewelry store himself. A few minutes after he finished reading the paper, a familiar voice called out to him.

"Hey Peter!" Peter turned around to see Kitty coming toward him. He then looked around to see if Lance was around. Unable to find him (Lance was searching for Spider-Man along with the rest of the Brotherhood), he greeted his friend as she joined him at the table.

"Hey Kitty, how are you?"

"I'm good. Say, what have you got there?" asked Kitty when she noticed the newspaper.

"Just a copy of the local newspaper." replied Peter.

"Can I see?" asked Kitty.

"Sure." said Peter handing her the newspaper. Kitty took a few moments to read the paper. While she was doing so, she noticed that it said that the photos were taken by Peter Parker.

"Say, these are some great photos. Did you really take these?"

"Sure did."

"Wow, how did you get these great shots?"

"Oh uh, mostly luck."

"Luck, huh?" asked Kitty somewhat skeptically. "Well anyway, I was wondering if we could hang out on Saturday."

"Hang out?"

"Yeah, but not like a date. Don't get me wrong but I already have a boyfriend." said Kitty referring to Lance. Peter already knew about Lance as he had confronted him about Kitty the day before. Unfazed, Peter said,

"Oh don't worry, that's fine. I'd love to hang out as friends."

"That's great." said Kitty. Later after school, Spider-Man was swinging through the city looking for leads. While he was web-swinging, his got a call on his cell phone.

_Hmm, wonder who that could be._ Peter thought to himself. He took out his phone, flipped it open, and said,

"Hello?"

"PARKER!" shouted the gruff voice of J. Jonah Jameson.

"Uh, yes Mr. Jameson?"

"Parker, could you explain this to me?" Jameson asked over the phone. In his office, Jameson was holding up an issue of the newspaper Peter had sold pictures to. Peter, of course, wasn't able to see it because they were talking over the phone.

"Er, explain what?" he asked.

"You sold pictures to another newspaper. How could you do this to me? I took you in when you were a kid off the streets. I taught you everything I know and this is how you repay me?"

"Whoa, calm down Mr. Jameson. I am a freelance photographer after all. I need the money."

"Well okay, but I better not see anything related to your assignment in another newspaper. And that includes Spider-Man if he's involved. In fact, the wall-crawler is probably involved somehow so see if you can link him to your assignment. If you do then I'll throw in another $20."

"Yeah, whatever" said Peter before hanging up. Meanwhile the Brotherhood of Mutants was looking for Spider-Man. They had finally found him when he was perched on a rooftop talking to Jameson on the phone.

"Hey guys, I see him." Toad said to his teammates.

"Good. Now let's get him." said Sabertooth before lunging toward Spider-Man. Just when Spider-Man was about to move on, his spider-sense warned him of Sabertooth's attack. Instinctively, Spider-Man jumped out of the way and Sabretooth fell to the populated streets below. Spider-Man then jumped down to check on him while landing on a lamppost.

"Who the hell are you?" Spider-Man asked the feral mutant.

"The name's Sabretooth. And you're coming with me, conscious or not." Sabertooth then lunged at Spider-Man again and again Spider-Man avoided him. Sabertooth tried several times to slash Spider-Man but he was too quick for him and he dodged his attacks with ease.

"Whoa, easy there furball." said Spider-Man. He then tried to web Sabretooth up but he ripped up the webs with minimal effort.

"Hey! That stuff's expensive!" said Spider-Man. He then delivered a series of punches to Sabretooth that knocked him down. But Spider-Man had another problem. Avalanche had started to make the ground beneath him shake. Spider-Man was forced to jump to safety, but Quicksilver started attacking him. He delivered several punches to Spider-Man. Spider-Man tried to block them but Quicksilver was too fast for him.

"Why don't you just give up, webhead? You can't catch me." Quicksilver continued his barrage of attacks until Spider-Man stuck his arm out and caught Quicksilver. He then webbed up Quicksilver and then his spider-sense warned him about a sneak attack by Toad.

"Give up, Spider-Man. You can't beat me. I'm fast, I'm agile, I'm…" Toad did not get to finish his sentence as Spider-Man had punched him in the face.

"Crap." said Toad silently as he lay on the ground.

"Aw man, when was the last time you took a bath?" asked Spider-Man. Spider-Man then had to avoid various objects thrown at him by the Blob. Spider-Man then shoot webbing that blinded Blob and then proceeded to punch Blob several times in the stomach but they had no effect. Blob ripped off the webbing and then Spider-Man into the air. Spider-Man recovered by shooting weblines at buildings on either side of him.

"Try all you want, nothing can hurt the Blob."

"The Blob? As in that lame horror movie from the 50's? I'm not impressed." Blob wasn't amused by Spider-Man's quips and he continued to throw things at Spider-Man. Spider-Man easily avoided the objects but then he heard a scream behind him. He turned around to see a pair of civilians being threatened by the objects thrown by Blob.

_Oh no. I could avoid him but they can't. So that means I'll have to take it._ Blob then picked up a phone booth and threw it at Spider-Man. This time, Spider-Man didn't try to avoid it and he took the attack.

"Ungh." Spider-Man grunted as the phone booth hit him. As he tried to get up, Sabertooth came and knocked him out. He then picked him up and said to his teammates,

"Alright, we got him. Now let's take him to Magneto."

A/N: There you have it. The 4th chapter of my epic story. What does Magneto have in store for our heroes? Read on to find out. Please keep reviewing and also check my profile if you want news on my story.


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